Redington India : Postal Ballot

Registered & Corporate Office

Redington !India) Limited

Redington House, Centre Point,

Plot. No.11 (SP), Thiru.Vi.Ka Industrial Estate,

Guindy, Chennai- 600032. Tamil Nadu, INDIA

Tel: [phone] Fax: [phone]

CIN: L52599TN1961PLC028758

www.redingtongroup.com

February 25, 2022
The National Stock Exchange of India Limited,	BSE Limited
Exchange Plaza,	Floor 25, Phiroze Jeejeebhoy Towers,
Bandra-Kurla Complex,	Dalal Street, Mumbai - 400 001
Bandra (E), Mumbai - 400051.
Symbol: REDINGTON	Scrip: 532805

Dear Sir/Madam,

Sub: Disclosure under Regulation 30 of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations") - Notice of Postal Ballot to members

Pursuant to Regulation 30 and other applicable regulations of the SEBI LODR Regulations, please find enclosed a copy of Notice of Postal Ballot dated February 8, 2022 along with the explanatory statement seeking approval of Members of the Company for:

Item No.	Resolution				Description
1	Special Resolution	Re-appointment of Ms. Anita Belani (DIN: 01532511)
			as an Independent Director of the Company.
2	Ordinary Resolution	Change in designation of Mr. Rajiv Srivastava (DIN:
			03568897)from Joint Managing Director to Managing
			Director
3	Ordinary Resolution	Change in designation of Mr. Raj Shankar (DIN:
			00238790) as Vice Chairman and Non-Executive
			Director
4	Ordinary Resolution	Re-appointment of Mr. Srinivasan Venkata Krishnan
			(DIN: 07518349) as Whole Time Director.

Pursuant to the provisions of Section 110 and other applicable prov1s1ons, if any, of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 and the General Circular Numbers 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021 and 20/2021 dated December 08, 2021 issued by Ministry of Corporate Affairs (collectively referred as "MCA Circulars"), and the SEBI LODR Regulations, the Notice of Postal Ballot is being sent only by email to all its members who have registered their email addresses with the Company or Depository(ies) as on the Cut-off date i.e. February 18, 2022.

The members. whose email addresses are not registered, are requested to register the same by following the detailed procedure prescribed in the Notice of Postal Ballot. As per the

Registered & Corporate Office

Redington [India) Limited

Redington House, Centre Point,

Plot. No.11 ISP). Thiru.Vi.Ka Industrial Estate,

Guindy, Chennai- 600032. Tamil Nadu, INDIA

Tel : [phone] Fax : [phone]

CIN: L52599TN1961PLC028758

www.redingtongroup.com

provisions of the MCA Circulars, the assent or dissent on the resolutions can be communicated by the members through remote e-voting only.

The remote e-voting will commence at 9:00 am on Saturday, February 26, 2022, and will end at 5:00 pm on Sunday, March 27, 2022. The results of the postal ballot will be declared on or before Tuesday, March 29, 2022.

The Postal ballot notice is also available on the website of the Company at https://redingtongroup.com

This is for your information and record.

Thanking you.

Very truly yours,

/

ukumarasamy

Compan Secretary

Redington (India) Limited

Regd.Office: Centre Point, Plot no. 11 (SP), Thiru Vi. Ka. Industrial Estate,

Guindy, Chennai 600032

CIN: L52599TN1961PLC028758

Website:www.redingtongroup.com

E-mailID:[e-mail]

Phone no.: 044 42243353 Fax No.: 044 22253799

NOTICE OF POSTAL BALLOT

(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies

(Management and Administration) Rules, 2014)

Notice is hereby given pursuant to and in compliance with the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act"), Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, the General Circular Nos. 14/2020 dated April 8, 2020

• 17/2020 dated April 13, 2020, 20/2020 dated June 15, 2020, 33/2020 dated September 28,2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, read with other related circulars including General Circular No.20/2021 dated December 08, 2021 issued by the Ministry of Corporate Affairs ("MCA Circulars"), Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), Secretarial Standard on General Meetings ("SS-2") issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification or re-enactment thereof for the time being in force and as amended from time to time), that the resolutions appended below for the re- appointment of Ms. Anita Belani (DIN: 01532511) as Independent Director, change of designation of Mr. Rajiv Srivastava (DIN:03568897) from Joint Managing Director to Managing Director, change of designation of Mr. Raj Shankar (DIN: 00238790) from Vice Chairman and Managing Director to Vice Chairman & Non-Executive Director and re-appointment Mr. Srinivasan Venkata Krishnan (DIN: 07518349) as Whole Time Director and on the Board of Redington (India) Limited (the "Company") is proposed for approval of the shareholders of the Company through postal ballot by remote e-voting process ("e-voting").

The explanatory statement pursuant to Sections 102, 110 and other applicable provisions, if any, pertaining to the aforesaid resolutions setting out all material facts relating to the resolutions mentioned in the Postal Ballot Notice are annexed hereto.

The Board of Directors of the Company, at their meeting held on February 8, 2022, appointed M/s. R. Bhuvana & Associates, Practicing Company Secretaries, as the Scrutinizer for conducting the postal ballot through the e-voting process in a fair and transparent manner.

The Company has engaged the services of "National Securities Depository Limited" (e-voting facility provider) as the agency to provide e-voting facility. Remote e-voting shall commence from Saturday, February 26, 2022 at 9.00 A.M. (IST) and ends on Sunday, March 27, 2022 at 5.00 P.M. (IST).

The Scrutinizer will submit their report to the Chairman or any other representative of the Company as authorized by the Board of Directors, after completion of scrutiny of e-voting votes but not later than two days from the date of conclusion of the Postal Ballot process and communicated to BSE Limited ("BSE"), National Stock Exchange of India Limited ("NSE"), National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL") (together the "Depositories"), and will also be displayed on the Company's website https://redingtongroup.com.

The proposed Resolutions, if approved, shall be deemed to have been passed on the last date of remote e-voting, i.e. Sunday, March 27, 2022

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Special Business

Item No. 1

RE-APPOINTMENT OF MS. ANITA BELANI (DIN: 01532511) AS AN INDEPENDENT DIRECTOR OF THE COMPANY

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors), Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Ms. Anita Belani (DIN: 01532511), Independent Director of the Company, whose period of office is expiring on March 31, 2022, and who has submitted a declaration that she meets the criteria of independence under Section 149(6) of the Companies Act, 2013 and who is eligible for re-appointment for a second term under the provisions of the Companies Act, 2013 and rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, be and is hereby re-appointed as an Independent Director of the Company, not subject to retirement by rotation, for second term of 5 years with effect from April 1, 2022."

"RESOLVED FURTHER THAT the Board of Directors and the Company Secretary of the company be and hereby severally authorized to do all things, deeds, acts and matters and take all matter and take all such steps as may be necessary, proper, or expedient to give effect to this resolution."

Item No. 2

CHANGE IN DESIGNATION OF MR. RAJIV SRIVASTAVA FROM JOINT MANAGING DIRECTOR TO MANAGING DIRECTOR

To consider and if thought fit pass following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V to the Companies Act, 2013, and pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. Rajiv Srivastava (DIN: 03568897), Joint Managing Director, be and is hereby redesignated as Managing Director of the Company for a period of four years effective from April 1, 2022, on the terms and conditions of appointment and remuneration as set out in the explanatory statement attached to this notice."

"RESOLVED FURTHER THAT the Nomination and Remuneration Committee and / or Board of Directors are be and is hereby authorized to alter and vary such terms of appointment and remuneration subject to the same not exceeding the limits specified under Section 197, 198 read with Schedule V of the Companies Act, 2013 (including any statutory modifications or re-enactment(s) thereof, for the time being in force)."

"RESOLVED FURTHER THAT the Board of Directors and the Company Secretary of the company be and hereby severally authorized to do all things, deeds, acts and matters and take all matter and take all such steps as may be necessary, proper, or expedient to give effect to this resolution."

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Item No. 3

CHANGE IN DESIGNATION OF MR. RAJ SHANKAR AS VICE CHAIRMAN AND NON-EXECUTIVE DIRECTOR

To consider and if thought fit pass following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to Section 152 and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or enactment thereof for the time being in force), Mr. Raj Shankar (DIN: 00238790) currently Vice Chairman and Managing Director, who was redesignated by the Board of Directors of the Company, on the recommendation of the Nomination and Remuneration Committee, be and is hereby redesignated as Vice Chairman and Non-Executive Director of the Company liable to retire by rotation, with effect from April 1, 2022."

"RESOLVED FURTHER THAT the Board of Directors and the Company Secretary of the company be and hereby severally authorized to do all things, deeds, acts and matters and take all matter and take all such steps as may be necessary, proper, or expedient to give effect to this resolution."

Item No. 4

RE-APPOINTMENT OF MR. SRINIVASAN VENKATA KRISHNAN (DIN: 07518349) AS WHOLE TIME DIRECTOR OF THE COMPANY

To consider and, if thought fit, to pass following resolution as an Ordinary resolution:

"RESOLVED THAT pursuant to the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 196,197, 203 of the Companies Act, 2013 read with Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 read with Schedule V to the said Act and on the recommendation of the Nomination and remuneration Committee and approval of the Board of Directors, Mr. Srinivasan Venkata Krishnan (Din: 07518349) whose term of office expires on May 21, 2022 and who has submitted his consent to act as Whole Time Director, be and is hereby re-appointed as Whole Time Director of the company for a period of 5 years with effect from May 22, 2022 on the terms and conditions, as set out in the Explanatory Statement annexed to the Notice."

"RESOLVED FURTHER THAT the Nomination and Remuneration Committee and / or Board of Directors are be and is hereby authorized to alter and vary such terms of appointment and remuneration subject to the same not exceeding the limits specified under Section 197, 198 read with Schedule V of the Companies Act, 2013 (including any statutory modifications or re-enactment(s) thereof, for the time being in force)."

"RESOLVED FURTHER THAT the Board of Directors of the company be and hereby authorized to do all things, deeds, acts and matters and take all matter and take all such steps as may be necessary, proper, or expedient to give effect to this resolution."

By order of Board of Directors

For Redington (India) Limited

1. Muthukumarasamy Company Secretary

Date: February 8, 2022

Place: Chennai

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